The Only Thing I Know For Real
by Jade and Q
Summary: Ben lost his parents at a young age and was forced to try to survive with his Omnitrix. However, one day, he was adopted by a beautiful lady named Cinder Fall. Years later, an 18 year old Ben Fall is now Cinder's greatest soldier. But as they delve deeper into their plans, Ben will begin to question... What is he truly fighting for?
1. Fall

**Hello. It's me again, Jade...**

 **Yeah, yeah, I know. Why am I making another RWBY x Ben 10 fanfic? Simple: I can't get this idea out of my head. You could say I'm just milking it.**

 **Anyway, this is a spin off of my previous RWBBYVerse fanfic. This version has Ben (10 years old) as already part of the RWBY universe, except this time, there are also aliens out there, outside Remnant. Anyway, let's get to reading.**

 **PS: Mercury doesn't exist in this story.**

* * *

Remnant.

Such a ruthless world.

With the dark Grimm trying to destroy mankind and humanity fights against the Faunus, it's very rare to see such peaceful days.

With this kind of world, this kind of government, this kind of oppression, the world...is such a cruel place.

But sometimes, even the smallest of lights can come together and shine brightly together to shine over the darkness.

* * *

A young woman with dark black hair wearing a red hoodie and a mini skirt is walking down the street. She sighs as she realizes she's lost. However, she hears screaming and headed to that direction.

She spots two men trying to pin two Faunus girls on the wall. It's very clear that the two girls are being abused by the two men.

She was about to jump in until a young boy wearing a white shirt, brown hair and some weird watch on his left wrist suddenly runs up to them.

The woman hides behind a nearby wall and peaks to see the outcome.

* * *

"Hey! Leave them alone!" the boy yells.

The two men laughed at the boy and approached him. "Or what? You'll cute us to death?" One of them mocked.

The boy grit his teeth and suddenly, he slammed his watch down and suddenly transforms. He now resembles a werewolf. He has grey fur, a long flowing mane, and a large bushy tail, with three sharp claws on each hand and foot. The inside of his mouth is green. He wore some sort of hourglass symbol on his lower stomach.

"Or you'll face Blitzwolfer." the boy, now a werewolf creature named Blitzwolfer, says as he picks up both men by their necks.

* * *

The woman was surprised. She just saw an 8 year old boy transform into some sort of Beowolf that can talk.

What is he?

* * *

The girls Blitzwolfer were saving were definitely surprised as well.

Blitzwolfer then tossed the two men around and threw them into a dumpster. This terrified both men and they both get out of the dumpster and ran away.

After the two rapists have scurried away, Blitzwolfer faces the two terrified girls. They back away from the giant werewolf, still scared, but Blitzwolfer just waved his hands, trying to calm them down. "It's okay. I'm not gonna hurt you." He says.

The girls were still scared but at least thankful that this...kid...saved them.

"Don't worry. If they ever bother with you again..." Blitzwolfer said as he is surrounded by red light and suddenly, he's back to his child human form. "I'll handle them." the boy says.

The girls giggled at how this young boy is trying to act tough. "Thank you." both girls said and left.

After the girls left, the boy just sighs and sat on the floor, leaning on a wall. He has no place to stay. After what happened to his...parents...

"How did you do that?"

The boy is surprised when the same woman from earlier approached him. "Oh...Just...It's just some curse I got..." The boy replied.

The woman crouched down to see the boy in eye level. "A power is not a curse, young one. It's a blessing." The woman tried to reassure.

The boy then buried his face in his arms, trying to hide his sorrow filled face. "Some power I have...I can't even use it to save my family..." He replies.

The woman now feels bad for the young boy. Seems he's... lost some love ones. "What's your name, boy?" The woman asks.

"I'm... Ben..." the boy, named Ben, replied.

The woman then pats the boy's head, surprising him as he looks at her with tears in his eyes. "I'm Cinder...Did you...lose your family?" the woman, Cinder, asked.

Ben just nods, holding back his crying.

Cinder feels bad for this young child. To lose a family in such a young age... But what if...

Yes. That would be good. She cannot just leave this vulnerable and broken down child like this.

"How about... you come with me?" Cinder suggests.

The boy suddenly smiles. "R-Really?" Ben asks.

Cinder smiles. "Of course. I cannot leave you like this. Besides..." Cinder says as she looks down. "I know how you feel."

Ben looks down as well.

Suddenly, Ben hugs Cinder, surprising her. But she eventually hugs back.

"Can..." Ben suddenly mutters. "Can I call you... my mom?" Ben asks.

Cinder rubs Ben's back as they continue to hug.

"You may."

* * *

10 years later...

An 18 year old Ben suddenly vaults over a road block as he is chasing someone.

He's now wearing a black hoodie with green outlines. He has a sword and sheathe strapped to his belt. The sword itself has a pistol as a handle instead of a normal sword handle. He's still wearing his weird watch from his younger age.

The person he is chasing is a thin female with medium-brown skin and dark-red eyes. Her hair is a light, mint-green cut with a straight fringe and bangs, as well as two long locks on each side, in the back. She wears two bronze-colored rings on her middle fingers as well as a pair of high-heeled shoes. Her top is thinned and her undershirt is a shallow-cut. She also wears white pants and brown chaps that end at her calves and an overlong belt, twice-wrapped, where she keeps her weapons as well as a single pouch.

This is Emerald Sustrai.

When Ben finally catches up to her, he tackles her into the ground and now they're looking at each other, eye to eye. Emerald seems worried while Ben seems angry.

Until they suddenly laughed with each other.

"Alright alright. You got me." Emerald responds.

Ben gets off her and offers her a hand up. Emerald grabs his hand and Ben helps her up. "You need to practice your running more, Em." Ben suggests.

"Whatever. You just had this practice just so you have another girl to chase." Emerald teased as the two head back to their base of operations.

"What do you mean 'another girl'? I don't-" Ben tried saying until Emerald interrupts him.

"You hit on every pretty girl you meet. Even me when we first met." Emerald replies.

"Hey. I have the charm and the looks. Why would I waste it?" Ben says as he smirks at Emerald. "Besides, no girl in Remnant can resist me. Even you." Ben teased.

"What? I don't-" Emerald tried denying.

"Hey. You were screaming my name last night when we did 'it'. You can't deny." Ben replied.

"Whatever. That was a one time thing." Emerald says, blushing.

"Well if you're no longer interested, sure. I can always find another girl." Ben boasted.

"I wonder how your mom thinks about that." Emerald teased.

Ben then lost the grin on his face as he gulped. "Please don't tell her...again." He pleaded.

Emerald crossed her arms and smirked. "No promises." She replies.

* * *

"How many girls this time?" a now more mature yet still beautiful Cinder asks Ben, who is sweating.

"Uhhh, mom. I didn't-" Ben tried looking for an excuse.

"How. Many?" Cinder insists.

Ben sighs in defeat. "Including Emerald?" Ben asks. Cinder nods and Ben sighs again. "...5." He replied.

"And how many did you have sex with this time?" Cinder asks.

"Just Emerald. I swear." Ben replies.

Emerald is behind Ben the whole time, blushing but giggling. When Cinder looks at her for confirmation, Emerald nods, meaning it's the truth.

Cinder sighs in disappointment. "I can't believe I raised a perverted boy to be my son." Cinder says.

Ben chuckles nervously.

"You're spending so much time with random girls you see that you're now forgetting your training." Cinder scolds Ben.

"Alright, alright. I'm sorry mom." Ben apologizes.

"Sorry does not make up for every girl's heart you break." Cinder points out.

"I'm not breaking any hearts." Ben retorted. "In fact, a lot of girls still like me." Ben boasted.

Cinder facepalms. Emerald giggles.

"That's not the point...Ugh...Who am I kidding?" Cinder says as she prepares to leave. "Roman is about to come back after his raid with the White Fang." Cinder informs.

"And?" Ben and Emerald ask.

Cinder sighs. "He apparently failed." Cinder replies.

"Great! Remind me again why you two are still letting me not kill him?" Ben asks.

"Because we still need him." Emerald replies and slaps Ben at the back of his head.

"Ow." Ben simply replies.

Cinder sighs. "Come. We still have a job to do." Cinder orders as she heads off. Ben and Emerald follow.

As they walk, Emerald suddenly whispers to Ben. "Tonight again?" She asks.

This surprised Ben. She just said it was a one time thing. Now she asks this. Still, he likes it. "Sure." Ben replies.

"Okay. Just so we're clear, it's hate sex tonight. Cause I hate you so much right now." Emerald adds.

"And there's the Em I know." Ben teases.

"Shut up." Emerald replies.

"I can hear you two." Cinder says.

Ben and Emerald blush.

* * *

 **Yep. This Ben grew up into an asshole. And a casanova. Now just to be clear, Ben will not have a harem. He'll just be a playboy in this story. He'll have an actual ship soon.**

 **Oh, and his relationship with Emerald isn't like a "couple" type of relationship. They're friends...that have sex...Yep...Yeah. That's it.**

 **Anyway, leave a review and as always, stay awesome bros!**

 **Oh wait...That's Pewds' outro. Ah well. XD**

 **Bye guys!**


	2. Fang

**Back. 3 reviews so far. Eh. I hope it'll spread. Anyway, let's read.**

* * *

Roman walks into a large warehouse with a shadowy interior. He goes over to a table and places down a case of mysterious contents, sighing in tiredness.

"How very disappointing, Roman."

Roman turns around suddenly when he hears the voice and their noisy entrance. He sees only Cinder and Emerald. "Hehe...Ummm...Wasn't expecting to see you guys so soon." Roman says. "Where's the Freak Show?"

"That 'freak show' is my son. And I told him not to be here or else he could've killed you. He was expecting more from you, Roman. And so did we." Cinder replies, her eyes glowing menacingly.

"Hey! You were the ones who suggested working with those stupid mutts from the White Fang." Roman complained.

"And you will continue to do so." Cinder warns as she conjures a fireball on her hands. "We have _big_ plans for you, Roman. All we ask is... a little cooperation." She adds as she smiles, making the criminal uncomfortable.

* * *

"Alright." Emerald says as she crosses her arms in front of multiple White Fang members in a room. " Listen close. You're all here as allies to our little faction. We will help you by lending supplies and weaponry so you can finally attain the freedom your race has always wanted. In exchange, you will help us gain our goal. For now, that goal is secret, but we promise, it will not hinder with your own goal. Just help us then we'll help you." Emerald says, causing the majority of the White Fang members to nod and agree.

"As you've heard, we deal with special interest targets: Dust Shops, Schnee facilities, and individuals who believe themselves to be of..." Emerald pauses to giggle and finally adds, "...a mystical persuasion."

Most of the White Fang members all laughed.

"Is there anything else we should know, ma'am?" One female White Fang member asks.

Emerald says, "You'll be informed more once Roman has finished getting us that-"

Ghostfreak suddenly appears through the wall. "Hey kids, wanna see a dead body?!" He joked.

This only caused the White Fang members to scream in fear.

* * *

At some book store called "Tukson's Book Trade", a man is currently packing his stuff in a bag. He wore a short-sleeved beige shirt with black accents and a zipper on it, pulled down to a point below his collarbone. Beneath this, he wore a white undershirt. His hair was cleanly cut, and he had noticeable sideburns, along with hairy, muscular arms. He also had retractable claws in place of nails.

This is Tukson.

After packing his bags, he goes to out his store, locks it, then goes to get his ticket to Vacuo.

* * *

The White Fang members are still screaming.

"Stop screaming!" Emerald yells.

The White Fang members stopped screaming. Even a dog Faunus member started whimpering like an actual dog.

Ghostfreak just held his sides as he laughs. "Can't believe it worked." He says.

"How will it not work, idiot? It's the first time they've seen a monster like that!" Emerald scolds her best frenemy.

"Yeah yeah, whatever. You just lack a sense of hu-" Ghostfreak says but stops when he finally gets a good look at the people he just pranked: They're White Fang. "Wait...They're White Fang?" He asks.

"Yeah. What about it?" Emerald asks back.

Ghostfreak suddenly turn back into Ben, surprising the White Fang members more. "I...used to have a friend in the White Fang." Ben replied.

Emerald smirks and crossed her arms. "Friend, huh? Or is it one of your many girls again?" Emerald mocked.

"She was my best friend... and she died." Ben replied, looking down.

Emerald was immediately surprised and regretted what she just said. "Oh...Ben. I'm so sorry..." She replies.

The White Fng members immediately went from complete and utter shock into sympathy. This human boy, if he is even human after what just happened, has a Faunus friend. And he is grieving over his friend's death? They can probably respect this boy.

"Forget about it. I'll just...Be on my way." Ben replies. "Sorry I pranked you guys. I promise it won't happen again." Ben says to the White Fang and leaves the room.

Emerald sighs.

"Ummm...Ma'am." A White Fang member says as he raised his hand. "Who was that?"

"That...is the biggest playboy you'll ever see...but he's got a heart like everyone else." Emerald replies, simply looking at where Ben had just left.

* * *

"Mom!" Ben yells as Cinder is currently working on a scroll.

Cinder turns around and faces her son. "Yes, sweetie?" She asks.

"You didn't... tell me we were working with... them..." Ben says, his tone full of sorrow.

Cinder remembers. Ben has a long history with the White Fang during his childhood and she was there to witness all of it, especially his history with...her. Cinder sighs and rubs Ben's cheek. "I'm sorry, darling. But we need the military might to even the odds." She replies.

Ben sighs and holds on to Cinder's hand that is rubbing his cheek. "It's okay...On the bright side, I get to catch up with my old friends." Ben says and smiles at Cinder.

"There you go." Cinder replies. "Now, go play along while mommy deals with her toys." Cinder adds and goes back to her scroll.

"Mom! I'm not a kid anymore!" Ben replies, pouting and walked off, annoyed a little. Still, he smiles a bit, knowing that his mother still loves him.

After Ben has left, Cinder sighs in content. "They grow up so fast..." Cinder whispers to herself as she looks at an image of her and a 12 year old Ben on her scroll.

* * *

As Ben roams around the facility they're in, many of the White Fang members are all around, working on crates and supplies. Each time a member looks at him, he waves a genuine 'hello' at them, causing them to wave back.

Ben, despite being the playboy psycho he is, still has a respect for White Fang and Faunus alike. After all, he's been friends with a member when he was a kid and when the White Fang was still... peaceful.

He sighs, remembering the good times he's had with her. However, he can't seem to remember her name quite well. He's pretty sure her name started with the letter-

"Ben!"

Ben turns around to see Emerald walking towards him. "Sup, Em?" Ben says.

"We got a traitor on the lose." Emerald replies.

"Which one?" Ben asks as they both head off.

"Tukson." Emerald replied.

"Oh him. Yeah. Never liked him, actually. Too rare for me to not like a Faunus." Ben says.

"Good. Cause we're gonna kill him." Emerald says as she makes a big smile on her face.

"You're so hot when you're bloodthirsty." Ben compliments, causing Emerald to elbow him on his side. "Ow!" Ben exclaims.

"You're only hot when you're naked. Which you aren't, right now." Emerald retorts and smirks.

"No fair..." Ben adds.

* * *

Tukson returns to his humble shop and places his tickets in his bag. He was about to leave when he hears his bell on the counter ring. Well, since this is his last day, guess one last customer is alright to sell books to. Might as well be his last book to sell.

"Be right there!" Tukson yells. He then picks up a couple of books. Who knows? One of these might be the one's the last customer is looking for. Once he's at his counter and places the books down beside him. "Welcome to Tukson's Book Trade! Home to every book under the sun!" Tukson says.

He then faces his last customer... customers...

He definitely recognizes the two...

Ben and Emerald.

Ben is currently browsing books near the door while it's Emerald who's at the counter, facing Tukson. The two are acting like they don't know Tukson.

Tukson just cornered himself by revealing he's here. He might as well pretend he doesn't know them, just in case the two have forgotten about him and just happened to buy books at his shop.

"How may I help you?" Tukson asks.

Emerald smiles and Ben shuts a book, looking at Tukson as well. The way Ben shuts the book makes a loud, echoing noise throughout the room.

Tukson is sweating a little.

* * *

 **To be continued...**


	3. The Thief and the Butcher

**Back.**

 **Seems I'm not good at concealing some stuff, eh? Two people already managed to guess who Ben's childhood friend is. Ah well.**

 **Anyway, let's read.**

* * *

"Be right there!" Tukson yells. He then picks up a couple of books. Who knows? One of these might be the one's the last customer is looking for. Once he's at his counter and places the books down beside him. "Welcome to Tukson's Book Trade! Home to every book under the sun." Tukson says.

He then faces his last customer... customers...

He definitely recognizes the two...

Ben and Emerald.

Ben is currently browsing books near the door while it's Emerald who's at the counter, facing Tukson. The two are acting like they don't know Tukson.

Tukson just cornered himself by revealing he's here. He might as well pretend he doesn't know them, just in case the two have forgotten about him and just happened to buy books at his shop.

"How may I help you?" Tukson asks.

Emerald smiles and Ben shuts a book, looking at Tukson as well. The way Ben shuts the book makes a loud, echoing noise throughout the room.

Tukson is sweating a little.

* * *

"I was wondering, do you have any copies of ' _The Thief and The Butcher'_?" Emerald asks Tukson.

"Yes, we do." Tukson replies.

"That's great!" Emerald replied excitedly, much to Tukson's confusion.

"Do...you want a copy?" Tukson asks.

Emerald shook her head. "No. Just wondering." She replied. "Oh, oh! What about 'Violet's _Garden'_? In paperback?" She asks.

"He's got it. Hardback, too." Ben says, taking out said book.

"Ooh. Options are nice." Emerald responds.

"Mhm..." Ben replies until he spots a certain book he likes. He puts away the book he was holding and takes the one of his interest.

Tukson looks at Ben in confusion until Emerald catches his attention. "Oh wait! What about... ' _Third Crusade_ '?" She asks.

"Ummm, I..." Tukson began stuttering, visibly unnerved. "...don't believe we have that one."

Ben shuts the book he was reading and looks at Tukson. "Oh." He simply says.

"What was this place called again?" Emerald asks.

"Tukson's Book Trade." Tukson replies.

Emerald smirks. "And you're Tukson?" She asks.

Tukson nods and says, "That's right."

"So then I take it that you're the one that came up with the catchphrase?" Emerald asks.

"Yes." Tukson replies.

"And, what was it again?" Ben asks this time.

 **"** Tukson's Book Trade, home to every book under the sun." Tukson replies.

 _"Except_ the _Third Crusade_." Ben adds.

"It's just a catchphrase." Tukson tried to reason.

 **"** It's false advertising!" Ben yells.

"You shouldn't make a promise you can't keep, Tukson." Emerald warns as Ben activates a switch near the entrance causing a front window to darken. "I hear that you're planning on leaving. Moving all the way to Vacuo." Emerald continues as Ben activates another switch and the window in the front door darkens. "Your brothers in the White Fang won't be happy to hear that." Emerald adds as Ben activates the third and final switch, darkening the last window as he smiles creepily at Tukson. "And neither are we... You know who we are, don't you?" Emerald asks.

"Yes." Tukson replies.

Ben then joins Emerald as she asks another question. "And you know why we're here?" She asks.

Tukson then finally has a more serious face. "Yes." He replies.

"So..." Emerald says. "Are you going to fight back?"

Tukson was silent for a moment. But then...

"YES!" Tukson yells, finally bringing out his claws from his fingertips.

He jumps at Emerald, trying to slash her, but she ducks and he misses. He was suddenly surprised when a green light flashed in front of him. When he looks, it's too late.

Ben had transformed into Diamondhead.

Diamondhead turns his right fist into a spiked ball made of diamond and he punches Tukson.

* * *

Ben and Emerald come out of the book trade. As Emerald streches, she notices Ben reading the book he saw earlier.

"What's that?" She asks.

"It's a book about a guy with two souls. Each trying to take control over his body." Ben replies.

"You're weird." Emerald teases. "Anyway, since when did you ever read books? You've never read a book whenever you have free time." She says. "Usually you're hitting on girls and having fun with me."

Ben chuckles as he puts away his book. "My friend always reads books. This same book is the one she always reads when she can't sleep." He replies.

"Oh. Right. Her." Emerald says as the two kept walking back to their base. "What was her name?" Emerald asks.

"Her name was-" Ben tried saying until Emerald's scroll rings.

"Hold that thought." She says and she takes out her scroll, seeing a message saying that they should hurry back to their base. "Your mom wants us back there fast. Let's hurry." Emerald says and she puts away her scroll.

"Alright. Let's move." Ben says and slaps Emerald's butt, causing the girl to blush and punch Ben in his gut.

"What the hell are you doing?" Emerald yelled.

"What? You usually love those...Ow..." Ben replied.

"Not in public, idiot!" Emerald replies angrily, groans in frustration and walks ahead of Ben, who is clutching his stomach in pain.

"God, she can punch..." Ben says.

* * *

Once they're back in base, Emerald goes on ahead to talk to Roman. As Ben follows her, someone caught his eye.

It's a girl. Someone new in the base. Her hair is half pink and half brown, with white streaks in the pink half. She wears a white jacket with a pink interior, brown pants, and gray boots with very high heels. Under her jacket is a black corset, curved in the middle and at the bottom, exposing her hips. She also wears a multitude of necklaces, which hang haphazardly around her neck. Lastly, her eyes have two different colors. Her right eye is brown while her left eye is pink.

She seems to be holding an umbrella with her as she sits on a crate, waiting for someone, bored.

Ben definitely found this new girl cute, considering she's also...so short. Probably just reaching his chin. He immediately approached her and leans on a wall just beside her. "Hey there." Ben says.

The girl just looked at Ben. Then she immediately rolls her eyes and looks away from Ben. This surprised Ben. "That usually works..." Ben whispers to himself. He tried again as he clears his throat. "You must be new here." Ben says.

The girl didn't respond nor did she even look at Ben. Ben gulped. Looks like he finally found a girl that's hard to get. He just sighs. If this one is hard to get, he might as well just do it the old fashioned way. He offers his hand for a handshake. "I'm... Ben." He says.

The girl finally looks at him. After a long pause, the girl shakes Ben's hand.

"Neo." The girl replies.

After shaking hands, Ben smiles. "Sorry if I, uhhh, disturbed you. Just thought you look bored and needed something to cheer up." He says.

Neo actually smiles and giggles. "Well, you're right. Sorry if I was rude." She replies. "Well, to answer your previous question, yes. I'm new here." Neo adds.

"You'll get used to it. Wanna go get some ice cream?" Ben asks.

Neo nods. "Sure~" Neo replies.

The two leave, heading out.

From a higher floor of the building, Cinder saw Ben and Neo talking then leaving. She rolls her eyes. "I swear, that boy." She says and she heads to the lift to talk to Emerald and Roman.

* * *

After minutes of hanging out, Ben and Neo finally return as Neo has a small plastic cup of strawberry and chocolate ice cream while Ben has a lime popsicle. They seem to be enjoying each other's company. But they're chat was halted when they stopped walking after seeing Emerald standing in the way, her arms crossed and her expression less than pleased.

"Who is she?" Emerald asks Ben.

"Oh, this is Neo. She works with us." Ben replies. Neo waves.

"Uh huh...And where did you two go?" Emerald asks.

"Ummm...Hang out? Buy ice cream?" Ben replies.

Emerald's right eye twitches. "I see. Is that why you just LEFT ME TO TALK TO ROMAN ALONE?!" Emerald yells.

Ben takes a small bite on his popsicle and Neo takes a small spoonful of ice cream from her cup. "Geez, Em. Why do you need me to talk to that loser?" Ben asks.

"Ugh, you're so unbearable! I don't even know why I let you be my first time!" Emerald angrily says as she just walks off.

"Wait. She's your girlfriend?" Neo asks.

"Nah. She's just a friend." Ben replies.

"So why do you two..." Neo tries asking.

"Let's not talk about that..." Ben stops her. Neo just shrugs.

* * *

"So let me get this straight..." Ben says as he, Emerald and Cinder are having a meeting. "We're infiltrating Beacon...But you want me...to constantly go back and forth from Beacon to Roman just to keep an eye on him?"

"Well, so far, without any help from us, he always screws up." Emerald replies.

Cinder nods. "That, and that new girl is mysterious. We need you to keep an eye on him and her." Cinder says.

Ben groans in annoyance. "But do I really have to go back and forth? Like, can't I just stay with you guys in Beacon? Because seriously, it's more fun with you guys." Ben complains.

"No. That's an order." Cinder replies. "We will be infiltrating Beacon from the inside, yes. But for now, your job is to keep an eye on Roman and Neo. Once we pulled off the plan, you can come back to Beacon with us." Cinder adds.

"Ugh, fine. But I'm only doing this because mom said so." Ben replies.

Emerald giggles. "Good luck with ice cream lady, Ben." She teased.

"Oh shut up." Ben replies.

* * *

 **To be continued...**


	4. Troubled Past

**Apologies for the long delay. I won't beat around the bush. Let's read.**

* * *

"How did you do that?"

A younger Cinder Fall says to a younger Emerald Sustrai.

Emerald glares at this stranger while glancing around, backing away slowly and not answering. Without warning, she attempts to get her revolvers from their holsters. But when she tries, her revolvers are gone!

Then suddenly, XLR8 appears behind Cinder, seemingly from out of nowhere. And he's holding Emerald's guns. This surprised Emerald, who is not only shocked by the appearance of a strange creature, but also that this creature took her weapons.

It surprised her even more when XLR8 turns into a 16 year old Ben Fall. "You don't wanna shoot us, sweetheart. I don't think you'd like being heard by _them_." Ben says, referring to the people chasing Emerald.

Emerald narrows her eyes at the mother and son. "What do you people want?" Emerald asks.

Cinder simply walks forward a bit as she says, "I've already told you. _And I don't like repeating myself._ "

Ben played with Emerald's guns by twirling them on his fingers. "Oh believe me, girl. She really means it." Ben warned Emerald.

"I didn't _do_ anything! Just leave me alone!" Emerald seemingly pleaded.

Cinder simply smirks as she says to Emerald, "I know my fair share of liars and thieves. Stealing is an art of patience, coordination, and in a pinch, sleight of hand. But you didn't _steal_ the ring in your pocket."

Emerald is shocked at Cinder's words as she checks the ring in her pocket, which is also gone. She then hears Ben's whistle, causing her to look at him. Ben has the ring she stole, too.

"You took it right before the jeweller's eyes. _And he smiled._ " Cinder continued, crossing her arms.

Right as Cinder finished talking, Ben tosses the ring back to Emerald, who catches it. After looking at the ring for a few seconds, she looks at the Fall Duo once more. "Who are you people?" Emerald asks.

Cinder simply smiles.

* * *

An unknown number of days later, Ben is at a White Fang camp. Some of the members wave at him. They know who he is and consider him the only human they can trust. After all, not only has he stood up for them multiple times already, but he's friends with one of their own.

And right on cue, he sees his friend, sitting under a tree, reading a book.

She has long, wavy black hair, and her eyes are amber, complemented by light-purple eye shadow flaring backwards. Her eyes are slightly tilted upwards at the ends, giving her a somewhat catlike appearance. She wears a black ribbon tied in the form of a bow which she almost never takes off, even when she goes to sleep. The bow is a cover for her Faunus heritage, a pair of black cat ears.

This...

...is Blake Belladonna, his childhood friend since they were both 11. She's now busy reading her book.

Ben then hides behind a tree and slaps down the Omnitrix, turning into ChamAlien. He plans to sneak up behind his best friend to prank her. As he turns invisible, he slithers and crawls through the red grass. Once he reached the tree Blake is sitting under on, he climbs up and stays on the branch right above Blake. As he smiles, ready to prank his friend, he jumps down behind her and yells to surprise her.

But Blake didn't budge...

...and suddenly disappeared, leaving only her book, which falls on the ground! "What the–?" ChamAlien says.

"Boo."

ChamAlien was surprised at the sudden voice that he hears, causing him to jump up and hang on to the branch. He looks back down and sees Blake, the one who scared him.

"Blake?" ChamAlien asked. "How did you...?"

"One, I saw you transform behind a tree. That green flash is always familiar. Two, you're predictable. And three, I have my Semblance." Blake replied and smiles. ChamAlien then turns back to his human form as the branch he was clinging to broke, causing him to fall down in front of Blake.

"Mon Dieu, I'm becoming predictable." Ben joked as he rubs his head in pain.

"I see you've been finally reading the book I gave you." Blake says as she offers a hand up for Ben, who takes it and stands up with Blake's help.

"Yep. Ancient Language. Kinda nice to read something unique for a change." Ben says as Blake picks up her book and walks around with Ben. "So I guess I'll never be able to surprise you, huh?"

"Yep. Some things never change." Blake replies as she walks with Ben, reading her book...

...until Ben suddenly kisses her cheek. This time, Blake is surprised as she backs away from Ben, blushing. "Wh-What?! Ben!" Blake yells at her best friend.

Ben is just laughing. "Hah! And you say I wouldn't be able to surprise you!" Ben teased.

"That doesn't count!" Blake yells, hiding her blushing face behind her book. "Friends don't kiss like thay, you know."

"I know." Ben replies, sticking his tongue out to taunt the cat Faunus.

As the two continue to walk, Ben broke the silence once more. "Say, since I finally got to surprise you, how about a reward?" Ben asks.

Blake sighs, her blush having subsided. "Fine. What do you want?" Blake asks back.

"A date." Ben replied.

Blake is surprised again. Ben surprised her twice. "A date?" Blake asks, her cheeks turning red a little once more.

"Yeah! A friendly date. Like we just hang out and stuff. We could play at the arcade, go see some movie. Oh! And maybe you can introduce me to your Tukson friend. That okay?" Ben suggested.

Blake stares at Ben for a while. Then she looks down. She knows about what's about to happen today. "...Okay." Blake replies, looking at Ben with a fake smile, but Ben is unaware.

"Awesome! Say, call me after your mission. We'll meet at our favorite tea shop." Ben says and hugs Blake, who hugs back. Once Ben let's go, he ran off. "See ya later, bestie!" Ben yelled as he ran.

Blake just waves her goodbye. But once Ben is out of sight, Blake looks down and a few tears fall from her eyes.

 _I'm sorry, Ben._

Blake ran off, to a certain spot in the forest: the spot where Ben and Blake first met.

* * *

Blake sits on a rock outcropping watching red leaves drift down in the Forest. As she looks up at the sky, she wipes away her tears. She seems to be holding something in her right hand.

"Blake, it's time."

Someone said to her, who just arrived.

Blake looks down...then at the new arrival: Adam Taurus. "Okay." Blake replied.

As Adam left ahead, Blake gets off the rock and looks at the sky. She then opens her right palm and lets something from her palm get swept away by the wind.

Once Blake follows her mentor, the object Blake let go kept floating in the air: a torn picture of herself and Ben. There's someone with them, but because the picture is torn, the person's identity cannot be identified due to the missing piece of the photo.

Back to Blake, she looks at the sky once more, a single tear falling.

* * *

Ben is looking at the sky as he, Emerald and Cinder are headed somewhere. They're currently in the middle of a forest.

"Hey, Ben. Focus." Emerald suddenly says, causing Ben to look at her.

"Pffft. Does it matter? I can probably deal with the Maiden by myself." Ben boasted.

Cinder smiles at her son. "That's why I brought you here. But remember, there's a plan. **Remember** the plan. Exactly as discussed. _Not a foot out of place._ " Cinder says to her boy.

"Yes ma'am." Ben says, doing a mock salute.

"Are you always this obnoxious?" Emerald asks.

Ben shrugs. "I dunno. But I'm always this cool." Ben says, winking at Em. Em blushes then pouts and looks away.

Cinder rolls her eyes. "Where did I go wrong in raising you?" Cinder says.

* * *

At another part of the forest is a lonely road that is separated from the forest and fields of grass by fences, and from the trees comes a lone white horse trotting along the road slowly, a green-cloaked rider with golden armor and her hood up on its back.

However, her horse stops as soon as the woman hears crying. The woman then sees in the middle of the path she is taking is a young green-haired girl curled up and crying next to a felled bicycle. The rider dismounts from her steed and slowly approaches the child, who looks up as the mysterious stranger kneels down to her level and smirks. The girl flinches in fright when the woman reaches into her clothes and pulls out an apple, not realizing she's only offering it to empty air.

It would seem this is Emerald's doing, as she is standing right in front of the woman yet the woman can't see her. Emerald's supposed semblance appears to be perception manipulation - the ability to modify the sensory information in a person's head while their brain is processing it. In short she can make one, or multiple individuals simultaneously, see and hear things that aren't necessarily there.

In this case, she's making the woman see an injure child and hear the child's cries. Emerald stands only a few feet away from the oblivious heroine, scrunching her face up in determination and readying to attack by grabbing her weapons and sliding a foot back. The kicked-up dust manages to be seen behind the girl even when the one who kicked it doesn't, and the woman gasps as the image of the child happily reaching for the apple suddenly disappears.

Dropping the fruit and leaping back quickly as the horse turns to run away, The Maiden, we shall call her Amber, ditches the cloak and pulls out her weapon, expanding the double crystal-headed staff to full length. She sees Emerald running towards her, guns blazing green shots, each of which are deflected against the Maiden's hand. Amber twirls the spear around her body, kicking up the winds and blasting it towards her opponent, forcing Emerald to slide back.

However, Ben comes from the side and jumps over the fence, taking out his sword-pistol hybrid as he attempts to slash the Maiden. Amber managed to block Ben's sword with her staff and forces her back with another gust of wind.

As Emerald keeps shooting at Amber, Ben consciously turns off his own Aura and charges back at Amber. This forces Amber to unleash a stream of fire from the red crystal on him. However, Ben just goes through the flames, running at Amber as his skin is burning. Amber thought Ben is crazy and is trying to kill himself. However, Ben comes out of the flames. Though parts of his skin and clothes are burnt, he's actually smiling like a maniac.

What's more surprising is that his eye color has changed. His pupils are black, his irises are gold and his sclera are pure black. His injuries, the burnt skin on his body, is giving him strength.

His semblance allows him to become stronger the more he's injured. He'll lose the power he gains when he heals himself, which is why it's risky for him to not use his Aura for battle. But sometimes, when he's injured and powerful enough, Aura may be meaningless. A side effect of his semblance is his eye color.

Ben slashes at Amber once more. Even though Amber leapt backwards to dodge Ben's slash, the mere shockwave from his slash was strong enough to make a gust of wind to blow back Amber. When Amber gets knocked down, Emerald lands on top of her, causing the ground beneath them to crack. Once Emerald rejoins Ben, Ben has turned his Aura back on, healing his injuries and his eyes returning to normal.

Emerald and Ben jump back and get ready to fight again when Amber gets up, head bowed until she looks up with orange energy pouring from her eyes. The winds erupt from the Maiden, swirling around and making her enemies cover their faces from the force, when she lifts off the ground and spreads her arms to the sky, lightning now rumbling in the clouds for her to aim at the two, who barely get out of the way in time.

Calling upon more of the storm, Ben and Emerald continue to dodge each bolt. The two ambushers fire on Amber, but the invisible shield now covers her whole body, taking each shot as she reaches to her side and clenches a fist, making the leaves rise into the air and come to her. With a raised arm, the leaves turn from green to frozen ice, and she rains the newly-sharpened projectiles down on her foes. However, Ben steps in front of Emerald, turns off his Aura and takes all the hits for her, as the sharp objects all hit Ben, some of them piercing his body. He's all bloodied up now as he kneels in pain, but smiling with blood on his lips.

"Ben!" Emerald says as she kneels down beside Ben, worried. Amber was about to fire more again until she senses Cinder running towards her from behind, face set in determination, and summons a fireball to launch at her third adversary, who manages to leap over the attack. Cinder slides across the ground, kicking up dirt. Cinder faces her palm to the dirt, the yellow fabric on her sleeve glowing, and coalesces the dirt into several glass shards, which she aims at the floating Maiden. Amber is knocked back from the damage, face down in the dirt, until she looks up with normal eyes.

As Cinder runs towards Amber, Ben gets back up, spits out blood, and removes the shards the piereced his body. He just smiles as his Semblance kicks in once more. He then runs towards Amber with his mother. Emerald sighs at herself, since she must've forgotten about Ben's Semblance. She then runs forward to help the mother and son.

Cinder attempts to slice Amber with the two blades, only for the Maiden to deflect each hit and kick the assailant away just as Ben and Emerald come forward in her stead. The two miss their initial attacks and get kicked for their efforts, but Ben lands a blow on her only for Amber to rush at him, not noticing Cinder connect her swords together into their bow shape and notching three arrows. Amber manages to punch Emerald and kick Ben away right before turning around and seeing Cinder launch the arrows at the ground around her, which erupt in a high whistling noise and a burning explosion from each projectile. She feels the full force of it all, but her Aura still manages to protect her.

When the trio approach Amber, she gets back up, still capable of fighting. She swipes at the three with a gust of wind that blows them all away, but Ben races back towards her until he's blasted back by a bolt of lightning from the now burning-eyed Maiden. She suddenly turns back and sends a fireball at Emerald, only for it to disappear and the real thief to be revealed on the other side, also getting a blast of flame.

Cinder then gets back up and looks at Ben, who begins healing himself with his Aura. "Ben. Now." Cinder orders.

"It's about damn time." Ben says as he gets up, activates the Omnitrix and slaps it down, covering him in a bright green light.

Amber looks at where the light came from and suddenly gets blasted by a green energy beam, causing her to get knocked back. When she looks back up, her burning eyes widen in surprise at the new enemy.

A robotic humanoid. He has a green and white body. He has large cylinders on his arms, near his wrists, that are full of a green energy with dark green bubble-like spheres. He has the same energy on his Omnitrix-shaped chest. His mouth doesn't move when he talks and his head is a pointed, armored helmet. He has the Omnitrix symbol on his belt.

"Fall Maiden. Meet the Walking Nuclear Bomb, Atomix." Cinder says, referring to the now transformed Ben, Atomix.

Ambers eyes are wide in fear. She's heard of legends of the Omnitrix. And now, she's looking at it's symbol. She can't believe it is now being used to fight her.

Atomix then wastes no more time as he charges an energy ball in his hands and throws it at Amber. "Takokusekiryōri!" Atomix shouted his attack name.

Amber tries blocking the attack, but ends up getting blown back. Atomix then zooms pas Amber and appears behind her. "Kakubunretsu u Isurā!" Atomix yells and he punches Amber from behind with a nuclear powered fist.

When Amber gets knocked back into the ground, Atomix floats above her. "You girls get back." Atomix warns. Cinder and Emerald both jump away from Atomix and Amber as the alien charges up one final attack. "Genshiryoku Jushō." Atomix simply said...

* * *

Somewhere, in a different part of a forest, is a man that has graying black, spiky hair, with a red, tattered cloak, wears a gray dress shirt with a long tail, black dress pants, and black dress shoes. He also wears a ring on his right index finger, two other rings on his fourth finger, and a necklace with a crooked cross-shaped pendant.

This man is walking down a different road, drinking on a flask...until he hears an explosion. He then looks up to where he heard it...and only sees a green mushroom cloud from a different area in the forest.

"Oh no..."

Qrow...said.

* * *

Amber's aura has been depleted. Ben has turned back into his human form. Everything around them is charred. The fences, gone. The road, burning with green flames. Amber, injured. Ben, smiling. Cinder drops her weapon and calmly comes forward, taking out a white glove as Ben and Emerald force their defeated foe to her knees. Amber and Cinder meet eye-to-eye before the villainess lifts up her now gloved hand, the back of it marked with the red symbol of an open eye in a compass shape, broken on one side by five diamond shapes. Cinder reaches down, palm towards Amber when the white suddenly opens a small red portal, out from which a Grimm bug comes out.

"Please don't..." Amber pleaded.

Ben actually looks at Amber for a second. Then he notice...Why is he suddenly hesitating? Something isn't right. "Mom, wai–" Ben tried to say, but then the bug spits out a web of black, attaching to Amber's face in a familiar pattern. When she looks up, screaming, her one free eye is blazing, a final blast of wind erupting from her as the glow fades into the inky strands, up through the glove, and into Cinder's body. Her own victorious eyes light up with power, a shower of sparks surrounding her and black-and-red circle appearing under their feet. Amber closes her eye...

Ben watches the scene in slight worry. No. He's not worried for this Maiden. He just feels...something isn't right. Then without warning, Cinder only has a moment to look up and see Qrow Branwen swinging his sword down on them, severing the web and making the three leap back. "So that's what I felt." Ben says, referring to Qrow's interference.

The Huntsman grabs the unconscious Maiden before she hits the ground, and Cinder watches to her hand as the glove burns away into nothingness, leaving only a tattoo of high heels between her exposed shoulder blades.

Cinder looks up with a grin, right eye now brimming with golden energy, as she gets up from her position and raises her arms, embers circling around her. Qrow can only see her shimmering face for a second before the ground under him starts to glow, and he gets himself and Amber out of the way just as it explodes. He looks back and finds that the three are gone, then turns his worried gaze to the marked and comatose face of Amber.

* * *

 _How does it feel, mom?_

 _It's an...emptiness. It burns. Like hunger... Like..._

 _Like me whenever I turn into **him**?_

 _Yes. Like your best form...I like it._

 _What now?_

 _Patience, Emerald. We will claim what is ours._

 _Now if you'll excuse me, I have a date._

 _..._

 _What?_

 _Nothing. Be careful, honey. Accidents may happen._

 _Meh. I can handle myself. Love you mom._

 _Love you too, sweetie._

 _. . ._

 _So that's it? You let him go?_

 _He must not find out who we are recruiting. At the right time, we'll let him know. After all, I prefer my son when he isn't broken._

 _...You must really love him._

 _He's all I have. Come on. We have one final preparation._

* * *

At the White Fang camp, Adam and his Lieutenant are in a tent around a table with maps, masks, and vials of Dust all around.

"We'll find her, sir" The Lieutenant says as he holds a hand up to his chest. "I swear on my life."

Adam shakes his head. "Forget it. It's time I returned to Mistral and..."

His sentence is cut short with the sounds of groans, explosions, and crashing are heard outside the tent flaps. The two come out of the tent, blade and chainsaw raised.

"What is this!?" Adam yells.

It's Cinder and Emerald. Emerald is holding a case while Cinder has a case on her back. Cinder, swords drawn amid the still-smoking battlefield, with White Fang soldiers laying all around, says, "We could've gone to anyone for help."

She discards her weapons and strides towards the two. "But we chose you, Adam Taurus." Cinder continues as a wall of flames abruptly starts at Adam and his Lieutenant's feet as Cinder raises her hand. "Our plan will be beneficial for both of us...Or one of us." She adds. Emerald opens her case to reveal Dust crystals and collector canisters inside. Cinder then takes the case on her back and opens it, revealing stacks of Lien.

"So...which will it be?" Cinder asks, causing Adam to think.

* * *

A year later...

"So yeah. That's what happened." Ben says to Neo, who listened Ben's story about how he, Cinder and Emerald fought the Fall Maiden.

"Cool." Neo says. "I didn't know you could stand up to a Maiden."

"Yep! But I'm still clueless on how we managed to be allies with the White Fang, but hey! I get to be reunited with my old friends." Ben says.

"I see. Well, you're certainly not bad." Neo says, suddenly poking Ben's chest. Ben looks at Neo in confusion... then smiles. He can already see where this is going.

"Am I now? I mean, that's not all I can do." Ben boasts.

Neo smirks. "Why don't we 'discuss' your other 'skills' in a different room, Benny boy?" Neo teased as she opens her umbrella and walks away, purposely swaying her hips in a sexy manner.

Ben smirks. "Score." He says to himself as he follows Neo.

* * *

In the Beacon Academy cafeteria, a group of girls are sitting together as Blake looks over some notes. However, the things she's looking at are not notes. It's a sketch of the Omnitrix symbol, a sketch of a boy and a broken heart.

"Whatcha doing?" Blake's blonde friend asks as she slides over next to the Faunus.

Blake closes her notes. "Nothing." Blake replies.

* * *

 **To be continued...**


End file.
